Bloom Energy Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Industrial Machinery/Components
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 13, 2026
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Item 1.01. Entry into a Material Definitive Agreement.
Warrant
As previously disclosed in Bloom Energy Corporation’s (the “Company”) Current Report on Form 8-K filed on October 30, 2025, in connection with the partnership between the Company and Oracle Corporation (“Oracle”) to provide on-site solid state power for AI data centers, subject to the negotiation of a warrant mutually acceptable to the Company and Oracle, the Company agreed to issue to Oracle a warrant (the “Warrant”) to purchase up to an aggregate of 3,531,073 shares (the “Warrant Shares”) of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company, with an exercise price of $113.28 per share, the closing price of the Class A Common Stock on the New York Stock Exchange on October 28, 2025. On April 9, 2026, the Company issued the Warrant to Oracle. The Warrant is fully vested and immediately exercisable, in whole or in part, at any time until 5:00 p.m. (Eastern time) on October 9, 2026, at Oracle’s election, by cash payment or by cashless exercise. The Warrant includes customary anti-dilution adjustments and provides Oracle with certain registration rights with respect to the Warrant Shares. The Warrant may not be transferred or assigned without the prior written consent of the Company. The Warrant Shares will be freely tradable, subject to applicable securities laws.
The Warrant was issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and any Warrant Shares that may be issued upon exercise of the Warrant is expected to be issued in reliance upon Section 4(a)(2) or Section 3(a)(9) of the Securities Act.
The foregoing description of the Warrant is not complete and is qualified in its entirety by reference to the text of the Warrant, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
Warrant to Purchase Shares of Class A Common Stock, dated April 9, 2026, between Bloom Energy Corporation and Oracle Corporation | ||||||||
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLOOM ENERGY CORPORATION | ||||||||||||||||||||||||||||||||||||||||||||
| Date: | April 13, 2026 | By: | /s/ Shawn Soderberg | |||||||||||||||||||||||||||||||||||||||||
| Shawn Soderberg | ||||||||||||||||||||||||||||||||||||||||||||
| Chief Legal Officer and Corporate Secretary | ||||||||||||||||||||||||||||||||||||||||||||